Terms of Service

1. Introduction

1.1 These Terms of Service govern your access to and use of the Solution and the provision of the Services. By accessing or using the Solution from time to time you are agreeing to these Terms, whether or not you are a paying user of the Solution.

2. Definitions

2.1 In these Terms of Service, unless the context or subject matter otherwise requires:

(a) Access Keys means any certificates, usernames, passwords or other security mechanisms issued to you and/or the Subscriber by Roubler in order for you to access and use the Solution.

(b) Authorised Users means those Personnel of the Subscriber who are authorised by the Subscriber to use the Solution.

(c) Authorisation means any consent, authorisation, registration, filing, lodgement, permit, licence, agreement, notarisation, certificate, permission, direction, declaration, authority or exemption issued by any Government agency, or any other party under law which has a right to impose a requirement or whose consent is required with respect to these Terms or otherwise.

(d) Claim means, in relation to a person, a claim, demand, remedy, suit, injury, damage, loss, cost, Liability, action, proceeding, right of action, claim for compensation or reimbursement or liability incurred by or to be made or recovered by or against the person, however arising and whether ascertained or unascertained, or immediate, future or contingent.

(e) Confidential Information means any information in any form whatsoever disclosed by Roubler to you, that is designated by Roubler as confidential, that you know or reasonably ought to know is confidential (including any client information), or that is by its nature confidential (and in the case of Roubler, includes all information relating to the Solution and any associated Source Code or other components and parts of the Solution).

(f) Consequential Loss means:

(i) loss of revenue, profits, opportunity to make profits, reputation or goodwill, business, business opportunity, use or amenity or loss of anticipated savings;

(ii) special, exemplary or punitive damages; and

(iii) any loss or Liability which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the parties at the time of these Terms,
including any of the above types of loss arising from an interruption to a business or activity.

(v) redundancy pay, commissions, bonuses, reimbursement of expenses and any entitlement which may be owed or payable pursuant to any award, agreement or other industrial instrument, statute or employment contract to which an employee may be entitled in respect of their employment or the termination of that employment; and

(vi) all interest and penalties relating to the late payment or non-payment of the above.

(i) Force Majeure Event means an event beyond the reasonable control of the parties which results in a party being unable to observe or perform on time an obligation in accordance with these Terms. Such circumstances include:

(iii) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, cyber attacks, viruses or malware, data loss as a result of the actions of a third party;

(iv) strikes or industrial disputes;

(v) materials or labour shortage; and

(vi) acts or omissions of any third party network providers (such as internet, telephone or power provider).

(k) Intellectual Property Rights means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

(m) New IP means any and all Intellectual Property Rights (including in relation to Source Code) created on and from the date you first access the Solution and the Services, in the course of, or connection with, these Terms, but in all instances excluding Your Data.

(n) Output means all information and documentation (including but not limited to payslips, summaries, estimates, reports, analysis, specifications, rules and alerts) provided or produced by Roubler or the Solution in connection with the Services or as a result of processing Your Data, including any estimated costings provided or produced in connection with the use of the Rostering Tool.

(p) Privacy Policy means the Roubler privacy policy available at https://roubler.com/privacy-policy/ or provided on request, as updated from time to time.

(q) Related Entities has the meaning given to that term in the Corporations Act 2001 (Cth).

(r) Rostering Tool means any tool or function provided by Roubler within, as part of, or in connection with the Solution or the Services for the purpose of assisting in the rostering of Personnel and the estimation of costings.

(t) Services means the provision of the Solution, together with all other services that are provided by Roubler to you from time to time in connection with the Solution.

(u) Solution means the workforce management software solution with all or some of the following functionality: applicant tracking system, employee onboarding, employee rostering, time & attendance, time clock app, payroll software, employee self service, leave management, e-learning, employee performance management system or other online software applications and services that Roubler makes available to its clients from time to time, and includes any documentation made available by Roubler in any format, including online or such other web address notified by Roubler to you from time to time which sets out the user instructions for the Solution and includes any documentation made available to you in any format, including online or such other web address notified by Roubler to you from time to time which sets out the user instructions for the Solution.

(v) Source Code means computer programs expressed in a source language or form which can be interpreted or compiled and then executed by a computer as commands and all documentation and tools reasonably required to enable a person having commercially available computer programming skills to read, understand and modify such computer programs.

(w) Subscriber means a person or entity who registers an account with Roubler to use the Solution.

(x) System Outage includes outages, unavailability, inaccessibility or down time to the Solution.

(y) Terms of Services or Terms means these terms of service, as updated by Roubler from time to time.

(z) Third Party Platforms means servers, platforms, software and hardware supplied or made available by third parties.

(aa) Third Party Provider means a third party provider of servers, platforms, software and hardware which are utilised by Roubler in the providing the Services.

(bb) You means a Subscriber, and where the context permits, an Authorised User.

(cc) Your Data means all documents, files and information:

(i) uploaded to, entered into or stored in the Solution; or

(ii) otherwise supplied or made available to Roubler,
by you or on your behalf.

3. Solution

3.1 Roubler grants you a non-exclusive right to use the Solution for your and the Subscriber’s own business purposes in accordance with these Terms.

3.2 You acknowledge and agree that Roubler may supply products or services similar to or the same as the Services and the Solution to its customers or other third parties in its sole and absolute discretion.

3.3 You acknowledge and agree that:

(a) you must accept and comply with (and will be bound by) all terms and conditions (and any other rules, protocols or policies) implemented or imposed by Roubler in connection with the Solution or Services from time to time, including these Terms and Privacy Policy;

(b) Roubler may amend, supplement, or replace these Terms and the Privacy Policy (and any other terms and conditions, rules, protocols or policies) from time to time by posting the amended or new Terms or Privacy Policy (or other terms and conditions, rules, protocols or policies), as the case may be, to Roubler’s website and, where reasonably practicable, Roubler will notify you by email or in-platform communication;

(c) unless otherwise noted by Roubler, the amended or new Terms or Privacy Policy (or other terms and conditions, rules, protocols or policies) as the case may be, will become effective immediately after they are posted; and

(d) if you do not agree to the amended or new Terms or Privacy Policy (or other terms and conditions, rules, protocols or policies) as the case may be, you must immediately stop using the Solution and notify Roubler in writing.

4. Your General Obligations

4.1 You must:

(a) provide Roubler with all information and co-operation reasonably necessary to enable Roubler to provide the Services;

(b) provide Roubler with access to your property, equipment, resources, premises, computer hardware, software, networks and systems as may be reasonably required by Roubler to enable Roubler to provide the Services;

(c) provide and maintain the appropriate technology, equipment and facilities to enable you to access and use the Solution; and

(d) promptly notify Roubler of any event or incidents that is likely to or will impact on access and use of the Solution, the provision of the Services or any other obligation of Roubler.

4.2 You must not, and must not permit others to:

(a) use the Solution in an unlawful manner at any time;

(b) use the Solution to send or distribute any messages, materials or content that may be considered to be unlawful;

(c) engage in any illegal or unethical business practice;

(d) remove or tamper with any legal or copyright notices on, or contained in, the Solution;

(e) do anything which could adversely impact on the operation of the Solution or Services.

4.3 You are responsible for all access and use of your Authorised User account and must maintain the confidentiality of the Access Keys and take all reasonable security measures to ensure that the Access Keys are not disclosed to any person, other than the Subscriber.

5. Your Data

5.1 Through your use of the Solution, and the provision and receipt of the Services, Roubler will receive and have Your Data stored on Roubler’s (or Third Party Providers’) servers.

5.2 You grant Roubler a non-exclusive perpetual licence to host and store Your Data for the sole purpose of providing the Services, and Roubler may sublicense these rights to Roubler’s subcontractors.

5.3 Roubler will:

(a) only process Your Data as part of providing the Services (including in relation to developing improvements to the Solution) and in accordance with your reasonable and lawful instructions from time to time; and

(b) not purport to sell, let for hire, assert a lien over, assign rights in or otherwise dispose of any of Your Data.

5.4 You acknowledge and agree that you are solely responsible for making backups of Your Data and Roubler will not be responsible for, or have any Liability in relation to, backups of Your Data (or the loss of Your Data for any reason).

6. Availability of the Solution

Access

6.1 You acknowledge and agree that:

(a) you may not have continuous access to the Services or the Solution;

(b) the provision of and access to the Services and the Solution is reliant upon various factors beyond Roubler’s control, including but not limited to:

(i) Force Majeure Events;

(ii) the provision of goods and services by Third Party Providers (including the availability, capacity, operation and performance of Third Party Platforms);

(iii) acts or omissions by you, the Subscriber or third parties (including Third Party Providers); and

(iv) your or the Subscriber’s internet service provider, telecommunications provider or equipment used to access the Solution;

(c) from time to time, Roubler may (but is not obliged to):

(i) make modifications to, or enhancements, updates or new releases of, the Solution;

(ii) undertake certain maintenance activities in relation to the Solution;

(d) certain activities or occurrences, including:

(i) those referred to in clauses 6.1(b) and 6.1(c); or

(ii) any act or omission of any third party (including any Third Party Provider or Authorised User); or

(iii) any act or omission of the Subscriber or its Personnel,
may cause System Outages.

Suspension and Termination

6.2 You acknowledge and agree that Roubler may suspend or terminate the Services (and access to the Solution) at any time without prior notice to you, including where:

(a) the Subscriber has breached its agreement with Roubler, including non-payment of fees;

(b) you are in breach of these Terms;

(c) you have exceeded the applicable usage limitations (if any);

(d) there is a malfunction, fault or breakdown of any of Roubler’s (or its Third Party Providers’) equipment or if Roubler (or any of its Third Party Providers) undertakes repair, maintenance, updates, modifications or replacement of any part of the Solution;

(e) there is a security breach of any kind in relation to the Solution or Your Data;

(f) Roubler is (or any of its Third Party Providers are) required by law to do so;

(g) a Force Majeure Event occurs, which affects or may affect Roubler’ ability to provide access to the Solution;

(h) there is a Claim made that the continued provision of access to the Solution infringes the rights of any person, or there is a Claim made that exposes Roubler to liability or prosecution for an offence.
No Liability

6.3 Roubler will not be liable to you, the Subscriber or any other person for any Claim or to any other extent for Liability or damage caused by loss of access to or functionality of the Solution or Services.

7. Confidentiality

7.1 You acknowledge the Confidential Information is valuable to Roubler.

7.2 You undertake to keep the Confidential Information secret and to protect and preserve the confidential nature and secrecy of the Confidential Information.

7.3 At the request of Roubler, you must return to Roubler or destroy (and certify that is has been destroyed) all the Confidential Information.

7.4 You acknowledge that a breach of this clause may cause Roubler irreparable damage for which monetary damages may not be an adequate remedy. Accordingly, in addition to other remedies that may be available, Roubler may seek and obtain injunctive relief against such a breach or threatened breach.

8. Privacy Policy

8.1 The Privacy Policy sets out how Roubler treats personal information and Your Data. You agree that Roubler can use your personal information and Your Data in accordance with the Privacy Policy.

8.2 You consent to the transfer of personal information and Your Data to the relevant hosting locations for storage, processing and use by Roubler.

9. Intellectual Property

Ownership

9.1 Ownership of the Solution is not modified or transferred by these Terms. The Intellectual Property Rights in the Solution (including all associated Source Code and all components and parts of the Solution) remain vested in Roubler (or its licensors).

New IP

9.2 The New IP will be the sole and exclusive property of Roubler.

9.3 You irrevocably assign to Roubler all right, title, and interest in and to the New IP.

9.4 In the event that Roubler provides new features or services based on requests or suggestions made by you, you acknowledge that the Intellectual Property Rights in any such new features or services (including all associated Source Code and all associated components and parts of the Solution) belong exclusively to Roubler and you will not be compensated for the request or suggestion.

9.5 In the event New IP is created by you, you will:

(a) promptly disclose the New IP to Roubler;

(b) promptly cause that New IP to be assigned to Roubler; and

(c) not be compensated for the assignment of the New IP.

Prohibited Activities

9.6 You must not:

(a) allow or permit any person other than you and the Subscriber to access, view or use the Solution (or any associated Source Code or component or part of the Solution), or the Services, for any purpose or for any reason;

(b) allow or permit any Direct Competitor to access, view or use the Solution (or any associated Source Code or component or part of the Solution), or the Services, for any purpose or for any reason;

(c) unless otherwise expressly authorised in writing by Roubler:

(i) reverse engineer or decompile the Solution;

(ii) reproduce, make error corrections to or otherwise modify or adapt the Solution (including to create any derivative works based on the Solution);

(iii) challenge the validity of any Intellectual Property Rights of Roubler;

(iv) merge or interface any third party software (including Source Code or open source software) with the Solution;

(v) access or permit the Solution to be accessed in any unauthorised way or unintended way, including via interfaces (including exposing or “passing through” a software API);

(d) do, or permit, or omit to do any act which infringes Roubler’s Intellectual Property Rights (or those of its licensors);

(e) do or permit the use of the Solution or Services in a way that could infringe a third party’s Intellectual Property Rights;

(f) use the Solution, or the Services, in any way (or otherwise do anything else) that could damage the reputation of Roubler or the Solution;

(g) enter into any agreement or understanding to do any of the acts referred to in this clause; or

(h) attempt, counsel, procure or otherwise assist any person (including but not limited to a Direct Competitor) to do any of the acts referred to in this clause.
Notification of infringement claim

9.7 You must notify Roubler within five (5) business days of the date you become aware of:

(a) any actual or suspected breach or infringement of your obligations under these Terms;

(b) any actual or suspected infringement of Roubler’s Intellectual Property Rights by you, the Subscriber, its Personnel and other Authorised Users, or any third party; or

(c) any actual or threatened claim by a third party that the third party’s Intellectual Property Rights have or will be infringed by any act, omission or permission by a party in connection with these Terms.

(b) prevent loss of, damage to, and unauthorised access to or use or disclosure of, any of Your Data;

(c) protect the Solution; and

(d) prevent intrusions, viruses, trojan horses, worms, time bombs and other similar harmful software (Harmful Code) which may affect the Services or Your Data, as well as vulnerabilities which may expose the Solution to the risk of intrusion or attack,
(the Security Objectives).

10.2 In giving effect to such Security Objectives, Roubler will:

(a) implement a risk management program that includes:

(i) identifying all reasonably foreseeable internal and external risks to the Services which may impact the Services or Your Data; and

(b) promptly respond to any security related questions made by you when requested and provide related materials upon request;

(c) notify you promptly if Roubler becomes aware of any actual or potential security breach, being any failure to achieve the matters referred to in clause 10.2(a), and make available appropriately skilled Personnel to address such breach or occurrence, including taking reasonable steps to rectify it and prevent it from reoccurring.

11. Indemnities

11.1 You must at all times indemnify and hold harmless Roubler and its Related Entities from and against any Claim or Liability incurred or suffered by Roubler and its Related Entities which is caused or contributed to by any of the following:

(a) a breach by you of your obligations pursuant to these Terms or any warranty, representation or guarantee given by your under or in connection with these Terms (whether express or implied);

(b) any failure by you to fully comply with all applicable laws (including all applicable accounting, tax, industrial relations, payroll, and employment laws);

(c) any breach or infringement of the Intellectual Property Rights of any person (including Roubler) by you; or

(d) any wilful, unlawful or negligent act or omission by you.

12. Liability

Force Majeure Events

12.1 Roubler will not be liable for any failure to perform its obligations under or in connection with these Terms (or any associated agreement or document) where that performance is delayed, prevented, restricted or interfered with as a result of a Force Majeure Event.
Exclusion of liability

12.2 To the extent permitted by law, you acknowledge and agree that:

(a) the Solution and Services are provided “as is”, the Solution and Services are never completely error or defect free and that Roubler will not have any Liability in connection with any defects or errors in the Solution or Services or System Outages;

(b) your use of the Solution and the Services is at your own risk;

(c) you are responsible for determining the suitability of the Solution and the Services for your own purposes;

(d) your use of the Solution and the Services does not constitute the receipt of accounting, legal, financial, tax, payroll, industrial relations, employment or any other professional advice from Roubler or its Related Entities (or their respective Personnel);

(e) you are solely responsible for obtaining your own accounting, legal, financial, tax, payroll, industrial relations, employment and other professional advice from suitably qualified professionals;

(f) you are solely responsible for (and Roubler accepts no Liability or responsibility in relation to):

(i) fulfilling statutory obligations or making any payment required by law that may arise in connection with any employer/employee relationship or arrangement;

(ii) payment of applicable taxes in relation to any employer/employee relationship or arrangement;

(iii) compliance with all applicable laws (including all applicable accounting, tax, industrial relations, payroll, employment and other laws, and other requirements relating to employee entitlements) or compliance with any Obligations owed by you or the Subscriber to any Personnel (whether under contract, award, law or otherwise);

(g) to the extent permitted by law, Roubler is not liable (and you will not in any circumstances have any Claim against Roubler) for or in respect of:

(i) any Employee Entitlements due or payable to any of your Personnel or those of the Subscriber;

(ii) any taxes of any kind that are levied, assessed or payable on or in connection with the following:

(A) the employment or engagement of any of your Personnel or those of the Subscriber;

(B) the Employee Entitlements due, paid or payable to any of your Personnel or those of the Subscriber; and

(C) the profit, income or revenue of you or any of your Personnel or those of the Subscriber,
including income tax, company tax, payroll tax, fringe benefits tax and any similar or related tax or duty;

(iii) all workers compensation insurance levies and other expenses paid, or required to be paid, in connection with your Personnel or those of the Subscriber; and

(iv) the costs of compliance with the requirements of all laws in respect of your Personnel or those of the Subscriber; and

(v) any Liability that may arise as a result of any incorrect or incomplete information being presented or provided by you in connection with your use of the Solution;

(vi) any Liability (including any fees, charges, penalties, interest or other amount of any description that become payable to ATO or Fair Work Australia or any other Government agency) that arises for any reason in connection with your Personnel or those of the Subscriber, including where such amount becomes payable in connection with a failure to make any statutory payments, or as a consequence of the failure to make information available to Roubler which would affect or delay the submission of any report or return to Government agencies by the relevant due dates.

(h) you are solely responsible for (and Roubler accepts no Liability or responsibility in relation to):

(i) wage forecasting and payroll;

(ii) approval of hours worked by Personnel;

(iii) award interpretation;

(iv) calculation of wages or entitlements, including backpay and overtime;

(i) it is your responsibility to check that storage of and access to Your Data via the Solution will comply with laws applicable to you (including any laws requiring you to retain records); and

(j) you are responsible for the cost of consumables, replacement parts, hardware, software, network upgrades and any goods and services used in connection with the Solution.

12.3 Without limiting the foregoing, and to the extent permitted by law, Roubler does not represent or warrant that:

(a) the Services or the Solution are suitable or fit for the proposed use by you;

(b) the Services and the Solution will not be affected by System Outages, suspension or downtime;

(c) the Services and the Solution will be uninterrupted or error free; or

(d) the Services or the Solution will provide any functions or satisfy any requirements not expressly stated in these Terms.

12.4 Without limiting the foregoing and to the extent permitted by law:

(a) you represent and warrant that you are aware of (and appropriately trained in respect of compliance with) all applicable industrial relations requirements and other laws and requirements relating to Personnel within all relevant jurisdictions (and will ensure that rostering and payment of Personnel complies with such requirements);

(b) you acknowledge and accept that:

(i) Roubler does not make or give any representation, assurance or warranty (whether express or implied):

(A) as to the validity, accuracy, completeness, currency or reliability of the Output;

(B) that any forecasts, statements, estimates or projections contained in any Output are accurate, reasonable or will be achieved;

(C) that any use or reliance on the Output (including any statements, estimates or projections contained within the Output) will comply with all applicable industrial relations requirements and other laws and requirements relating to Personnel; or

(D) as to the accuracy, correctness, appropriateness or effectiveness of the award or industrial instrument which is applied in respect of any Personnel (or any associated costings estimates or calculations),
and without limiting the above, any estimates or costings provided on or by the Rostering Tool are designed to be used for estimating purposes only, are provided as a guide only, and cannot be relied upon;

(ii) you must properly review and make your own independent assessment of all Output, and any reliance on the Output is wholly at your own risk; and

(iii) Roubler does not accept any responsibility or Liability for any errors or omissions in any Output; and

(c) you unconditionally and irrevocably release Roubler from and against all Claims and Liabilities which may arise (whether directly or indirectly) in relation to, in connection with or as a result of the provision of, or any purported reliance on, the Output, including any liability resulting from any negligence, default or lack of care on the part of Roubler or from any other cause.

12.5 To the extent permitted by law, Roubler is not liable (and you will not in any circumstances have any Claim against Roubler) for or in respect of:

(a) any Claim or Liability suffered or incurred by you (or any other person) in connection with:

(i) any defect, failure or non-performance of the Solution or Services or their design;

(i) System Outages;

(ii) the Solution’s and the Service’s quality, merchantability or fitness for a particular purpose, or the suitability of the Solution for the Subscriber’s business, products or service;

(iii) any acts or omissions of you, the Subscriber or its Authorised Users or Personnel;

(iv) any acts or omissions of any Third Party Provider or internet service provider;

(v) any failure, error or non-performance of Third Party Platforms;

(vi) the unavailability or non-performance of the internet;

(vii) the security of the Solution, Your Data and any information stored on your or the Subscriber’s servers;

(viii) any interception or corruption of Your Data or other information or data during any transmission over the internet or any telecommunications network or at any customer network access point;

(ix) any content, products and deliverables displayed or offered via or in relation to the Solution or Services; or

(x) any loss or damage incurred by you as a result of third party Claims; or

(b) any Consequential Loss of any kind, however caused, and whether arising under contract, tort (including negligence) or otherwise, (even if you have advised us of their possibility), except to the extent caused by Roubler’s gross negligence or willful misconduct.

12.6 You agree that Roubler is not liable to third parties in connection with these Terms and Roubler will have no Liability for Claims made by third parties arising out of or in connection with these Terms, including on account of Claims made by any Government agency whether due to your non-compliance with applicable laws or otherwise.
Exclusions of warranties and representations

12.7 To the extent permitted by law, all warranties and representations concerning the Services and the Solution (other than those expressly set out in these Terms) are excluded.
Implied terms

12.8 To the full extent permitted by law, any term which would otherwise be implied into these Terms is excluded.

12.9 In the event any statute implies terms into these Terms which cannot be lawfully excluded, such terms will apply to these Terms, save that the liability of Roubler for breach of any such implied term will be limited in accordance with the immediately following limitation of liability clause below.
Limitation of liability

12.10 To the fullest extent permitted by law, Roubler’s cumulative Liability in the aggregate arising out of or in connection with this Agreement (whether in contract, tort, statute or otherwise) shall in no event exceed the aggregate subscription fees paid by You to Roubler in the previous 3 months.

13. Warranties

13.1 You represent and warrant to Roubler that:

(a) you are authorised to use the Solution and the Services;

(b) you are authorised to use, upload and otherwise deal with Your Data in relation to the Solution and the Services;

(c) all information and data provided by you in connection with the Services and your use of the Solution is true, complete and accurate in all respects;

(d) the use by Roubler of third party materials provided by you does not, and will not, breach any legal rights of a third party, including any Intellectual Property Rights and nothing contained in the third party materials is misleading or deceptive, or likely to mislead or deceive; and

(e) you will be responsible for obtaining all necessary Authorisations in relation to the use by Roubler of third party materials in providing the Solution and Services, and payment of all royalties and other fees associated with the use of such third party materials.

14. General Provisions

Assignment

14.1 You cannot assign, novate or otherwise transfer its rights or obligations under these Terms without the prior written consent of Roubler.

14.2 Roubler can assign, novate or otherwise transfer its rights or obligations under these Terms without your prior written consent.
Severance

14.3 If a provision of these Terms is held by a court to be illegal, void or unenforceable, the offending provision will be severed from these Terms to the extent and in the manner that best gives effect to the remaining provisions.
Governing law

14.4 These Terms and the transactions contemplated by these Terms are governed by the law in force in the State of Queensland, Australia. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of the State of Queensland, and all courts competent to hear appeals from those courts.
Contra proferentem

14.5 No provision of these Terms is to be interpreted to the disadvantage of a party because that party (or its representative) drafted that provision.